Attached files
| file | filename |
|---|---|
| EX-99.1 - Bohai Pharmaceuticals Group, Inc. | v210111_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of Earliest Event Reported): February 2,
2011
Bohai
Pharmaceuticals Group, Inc.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
000-53401
|
98-0588402
|
||
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
c/o
Yantai Bohai Pharmaceuticals Group Co. Ltd.
No.
9 Daxin Road, Zhifu District
Yantai,
Shandong Province, China 264000
|
|
(Address
of principal executive offices)
|
Registrant’s
telephone number, including area code: +86(535)-685-7928
n/a
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation to the registrant under any of the following
provisions:
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
Effective
February 2, 2011, the board of directors (the “Board”) of Bohai Pharmaceuticals
Group, Inc. (the “Company”), by written consent to action and pursuant to the
Company’s Amended and Restated Bylaws (which provides for a classified board of
directors of the Company), appointed the following persons to serve as directors
of the Company in the following director classes:
|
|
·
|
Anthony
K. Chan (Class II, for a term ending with the 2011 annual meeting of
stockholders); and
|
|
|
·
|
Gene
Hsiao (Class III, for a term ending with the 2012 annual meeting of
stockholders)
|
The
biographical information of Messrs. Chan and Hsiao as of February 2, 2011 is set
forth below.
Anthony K. Chan became a
director of the Company on February 2, 2011. Mr. Chan has served as the
Chief Financial Officer of Zoom Technologies, Inc. (NASDAQ:ZOOM) since March
2009. Mr. Chan was stationed as an expatriate managing the Beijing headquarters
of the Eisenberg Group for four years from 1984 to 1988, focusing on technology
transfers from Europe and the US to China. His corporate finance
experience in the last 20 years include acting as the Chief Executive Officer
and Chief Financial Officer of public companies in the U.S., and advisory
positions of various Chinese entities in the areas of medical equipment, energy,
diary products, apparel, and building materials; some of these companies include
Beijing Wandong Medical Equipment Company, China Natural Gas Company of Xian,
Rodobo International of Harbin and Dehai Cashmere Company of Yinchuan. He
also served as Asia Investment Banking Consultant to GunnAllen Financial,
Inc. Mr. Chan holds both MBA and BA degrees from the University of
California at Berkeley.
Gene Hsiao became a director
of the Company on February 2, 2011. Mr. Hsiao has served as the Company’s Chief
Financial Officer since June 2010. Mr. Hsiao has over 15 years of
experience in corporate finance and management. Prior to his joining the
Company, Mr. Hsiao served as Chief Financial Officer for China Advanced
Construction Materials Group Inc. (NASDAQ:CADC) from 2008 to 2010, where he was
responsible for all U.S. affairs as well as corporate finance functions in
China. From 2000 to 2008, he served as Controller of Milligan and Company,
LLC, where he managed the overall accounting and financial reporting functions
as well as the company’s internal control processes. From 1997 to 1999, he
served as Finance Manager for J&J Snack Foods Corporation (Nasdaq:JJSF),
where he was responsible for financial reporting and SEC schedule
preparation. From 1995 to 1997, he served as Accounting Supervisor of RCN
Corporation (NASDAQ:RCNI) and as the Senior Operation Analyst at ARAMARK
Corporation from 1992 to 1995. Mr. Hsiao received his B.S. degree from
Drexel University in Philadelphia.
Independent
Director and Indemnification Agreement
On
February 2, 2011, the Board approved the Company’s entry into an independent
director and indemnification agreement with Mr. Chan, which agreement shall
become effective with his and the Company’s execution thereof. The
Company’s form of independent director and indemnification agreements are filed
as Exhibit 10.1 to the Company’s Current Report on Form 8-K (the “Independent
Director Agreement”) filed on July 13, 2010.
Pursuant
to the Independent Director Agreement:
(i) Mr.
Chan will be retained as a director of the Company until the director or the
Company terminates the agreement upon thirty (30) days prior written notice,
with or without cause, or until his death, resignation or failure of appointment
by the Company’s stockholders; and
(ii) Mr.
Chan will be entitled to receive, subject to certain conditions, a $20,000
annual director’s fee and a five year non-qualified option to purchase 6,000
shares of restricted common stock of the Company at a price equal to $2.00 per
share with cashless exercise feature.
The
Independent Director Agreement also contains standard confidentiality provisions
and provides that the Company shall indemnify the directors to the fullest
extent permitted by law against personal liability for actions taken in the
performance of their duties to the Company.
The
foregoing summary of the independent director agreement is qualified in its
entirety by reference to the form of Independent Director Agreement filed as an
exhibit to the Company’s Current Report on Form 8-K filed on July 13,
2010.
Item
8.01. Other Events
Effectively
February 2, 2011, the Board established three committees of the Board: an Audit
Committee, Nominating and Corporate Governance Committee and Compensation
Committee. In addition, the Board appointed the following directors to
serve on such committees, as indicated below;
|
Audit
Committee
|
Chairman:
Adam Wasserman
Members:
Louis A. Bevilacqua and Anthony K. Chan
|
|
|
Nominating
and Corporate Governance Committee
|
Chairman:
Louis A. Bevilacqua
Members:
Chengde Wang and Anthony K. Chan
|
|
|
Compensation
Committee
|
Chairman:
Anthony K. Chan
Members:
Chengde Wang and Louis A.
Bevilacqua
|
Item
9.01. Financial Statements and Exhibits
|
|
(d)
|
Exhibits
|
|
Exhibit No.
|
Description
|
|
|
99.1
|
Press
Release, dated February 4, 2011, announcing the appointments of Messrs.
Chan and Hsiao.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
February
4, 2011
|
Bohai
Pharmaceuticals Group, Inc.
|
|
|
By:
|
/s/
Gene Hsiao
|
|
|
Name: Gene
Hsiao
|
||
|
Title: Chief
Financial Officer
|
||